UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 16, 2015

 

 

AMPIO PHARMACEUTICALS, INC.

(Exact name of registrant as specified in Charter)

 

 

 

 

Delaware   001-35182   26-0179592

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File No.)

 

(IRS Employer

Identification No.)

373 Inverness Parkway, Suite 200

Englewood, Colorado 80112

(Address of principal executive offices, including zip code)

(720) 437-6500

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

On October 16, 2015, Ampio Pharmaceuticals, a Delaware corporation (the “Company”), entered into an amendment (the “Amendment”) effective as of October 8, 2015, by and among the Company, Octapharma USA, Inc. (“Octapharma”) and Nova Biologics, Inc., to the Human Serum Albumin Ingredient Purchase and Sale Agreement, dated October 10, 2013, by and between the Company and Octapharma (as amended, the “Original Agreement”).

The Amendment provides that from the effective date of the Amendment through December 31, 2016, the Company will no longer be obligated to purchase a pre-determined quantity of human serum albumin (the “Product”) and that any shortfalls in the Company’s minimum purchase commitments under the Original Agreement prior to the date of the Amendment will be forgiven. The Amendment extends the Company’s commitment to purchase the Product through December 31, 2019 and grants Octapharma a one-time option to increase pricing for the Product by up to five percent beginning in 2017.

The description of the Amendment set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is attached hereto as Exhibit 10.1.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit Number    Description
10.1    Amendment to Human Serum Albumin Ingredient Purchase and Sale Agreement among Ampio Pharmaceuticals, Inc., Octapharma USA, Inc. and Nova Biologics, Inc., effective as of October 8, 2015

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

AMPIO PHARMACEUTICALS, INC.
By:   /s/ Gregory A. Gould
  Gregory A. Gould
  Chief Financial Officer

Dated: October 20, 2015

EXHIBIT INDEX

 

Exhibit Number    Description
10.1    Amendment to Human Serum Albumin Ingredient Purchase and Sale Agreement among Ampio Pharmaceuticals, Inc., Octapharma USA, Inc. and Nova Biologics, Inc., effective as of October 8, 2015

Exhibit 10.1

AMENDMENT NO. 2 TO HUMAN SERUM ALBUMIN INGREDIENT PURCHASE AND SALE AGREEMENT

This Amendment (this “ Amendment ”) No. 2 to the Human Serum Albumin Ingredient Purchase and Sale Agreement is made and entered into as of October 8, 2015 by and between Octapharma USA, Inc., a Virginia corporation (“ Supplier ”), and Ampio Pharmaceuticals, Inc., a Delaware corporation (“ Customer ”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Agreement (as defined below).

RECITALS

W HEREAS , Customer and Supplier previously entered into that certain Human Serum Albumin Ingredient Purchase and Sale Agreement dated October 10, 2013 and an Amendment thereto dated February 27, 2015 (together, the “ Original Agreement ”); and

W HEREAS , Customer and Supplier desire to amend the Original Agreement as set forth below.

AGREEMENT

N OW , T HEREFORE , the parties hereto agree as follows:

 

1. Amendments to the Original Agreement .

 

  a.         Customer and Supplier hereby agree that, notwithstanding anything to the contrary in the Original Agreement, (i) from the date of this Amendment through December 31, 2016, Customer shall have no obligation to purchase any Products and (ii) Supplier forgives any shortfalls in Customer’s minimum purchase commitments prior to the date of this Amendment and customers purchase commitment will extend until Dec 31, 2019 to account for shortfall in 2016.

 

  b.         Unless agreed upon by Octapharma due to further delay in customer’s product approval beyond Dec 31, 2016, Octapharma reserves the right to legally enforce the terms of this contract going forward until Dec 31, 2019. Octapharma also reserves the right to increase pricing no more than 5% of current contracted per bottle price beginning in 2017 to account for increased production costs. The increase will be a one-time increase.

 

  c.         The address of Customer in Section 6.2 of the Original Agreement is hereby deleted and replaced with the following: “373 Inverness Parkway, Suite 200, Englewood, CO 80112”.

 

2. Miscellaneous .

a. Except as effected by this Amendment, the terms and provisions of the Original Agreement shall remain unchanged and in full force and effect.

b. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment may be executed and delivered by facsimile or by e-mail in portable document format (.pdf) and delivery of the signature page by such method will be deemed to have the same effect as if the original signature had been delivered to the other parties.

c. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to principles of conflict of laws or choice of laws.

d. The titles and subtitles used in this Amendment are used for convenience only and are not to be considered in construing or interpreting this Amendment.

e. The Original Agreement, as modified by this Amendment, constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the undersigned has executed this Amendment No. 2 to the Human Serum Albumin Ingredient Purchase and Sale Agreement as of the date first written above.

 

CUSTOMER:
AMPIO PHARMACEUTICALS, INC.
By:   /s/ Gregory A. Gould
  Name:   Gregory A. Gould
  Title:   Chief Financial Officer

 

SUPPLIER:
OCTAPHARMA USA, INC.
By:   /s/ Flemming Nielsen
  Name:   Flemming Nielsen
  Title:   President

 

AUTHORIZED DISTRIBUTOR:
NOVA BIOLOGICS, INC.
By:   /s/ Michael Crowley, Sr.
  Name:   Michael Crowley, Sr.
  Title:   President & CEO